##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___to ___
 Commission File Number 0-30539
 TVIA, INC.
  Delaware
    
    94-3175152(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. employer
identification number)
 
  
 þ o
 o þ




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TVIA, INC. AND SUBSIDIARY
 FORM 10-Q
 QUARTERLY PERIOD ENDED JUNE 30, 2005
 INDEX
  
 PagePart I: Financial InformationItem 1: Financial StatementsUnaudited Condensed Consolidated Balance Sheets
    
    
    1Unaudited Condensed Consolidated Statements of Operations
    
    
    2Unaudited Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    4Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3: Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4: Controls and Procedures
    
    
    27Part II: Other InformationItem 5: Other Events
    
    
    28Item 6: Exhibits and Reports on Form 8-K
    
    
    28Signatures
    
    
    29EXHIBIT 3.(II).1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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##### Table of Contents



PART I: FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 TVIA, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 June 30,
    
    March 31,2005
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,849
    
    
    $
    4,078Short-term investments
    
    
    13,299
    
    
    
    17,664Accounts receivable, net
    
    
    1,218
    
    
    
    792Inventories
    
    
    880
    
    
    
    598Other current assets and prepaid expenses
    
    
    912
    
    
    
    881Total current assets
    
    
    22,158
    
    
    
    24,013Property and equipment, net
    
    
    894
    
    
    
    1,088Other assets
    
    
    267
    
    
    
    386Total assets
    
    $
    23,319
    
    
    $
    25,487LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    432
    
    
    $
    302Accrued liabilities and other
    
    
    1,165
    
    
    
    1,738Short-term portion of notes payable
    
    
    460
    
    
    
    460Total current liabilities
    
    
    2,057
    
    
    
    2,500Long-term portion of notes payable
    
    
    230
    
    
    
    345Total liabilities
    
    
    2,287
    
    
    
    2,845Commitments and contingencies (Note 7)Stockholders equityCommon stock, $0.001 par value: 125,000 shares authorized; 23,292
and 23,171 shares outstanding, respectively
    
    
    23
    
    
    
    23Additional paid-in-capital
    
    
    93,506
    
    
    
    93,118Accumulated comprehensive loss
    
    
    (45
    )
    
    
    (89
    )Accumulated deficit
    
    
    (71,702
    )
    
    
    (69,660
    )Treasury stock
    
    
    (750
    )
    
    
    (750
    )Total stockholders equity
    
    
    21,032
    
    
    
    22,642Total liabilities and stockholders equity
    
    $
    23,319
    
    
    $
    25,487
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TVIA, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)  (unaudited)
 For the Three Months EndedJune 30,2005
    
    2004Revenues
    
    $
    1,108
    
    
    $
    528Cost of revenues
    
    
    610
    
    
    
    292Gross profit
    
    
    498
    
    
    
    236Operating expenses:Research and development
    
    
    1,282
    
    
    
    1,199Sales, general and administrative
    
    
    1,356
    
    
    
    661Total operating expenses
    
    
    2,638
    
    
    
    1,860Operating loss
    
    
    (2,140
    )
    
    
    (1,624
    )Other income, net
    
    
    98
    
    
    
    99Net loss
    
    $
    (2,042
    )
    
    $
    (1,525
    )Basic and diluted net loss per share:
    
    $
    (0.09
    )
    
    $
    (0.07
    )Shares used in computing basic and diluted net loss
    
    
    23,191
    
    
    
    22,675
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TVIA, INC. AND SUBSIDIARY
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)  (unaudited)
 Three months endedJune 30,2005
    
    2004Cash Flows from Operating Activities:Net loss
    
    $
    (2,042
    )
    
    $
    (1,525
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    332
    
    
    
    311Stock based compensation
    
    
    280
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (426
    )
    
    
    (50
    )Inventories
    
    
    (282
    )
    
    
    (107
    )Prepaid expenses and other current assets
    
    
    (31
    )
    
    
    35Accounts payable
    
    
    130
    
    
    
    59Accrued liabilities and other
    
    
    (573
    )
    
    
    (42
    )Net cash used in operating activities
    
    
    (2,612
    )
    
    
    (1,319
    )Cash Flows from Investing Activities:Purchase of available-for-sale investments
    
    
    (2,240
    )
    
    
    1,099Proceeds from sale of available-for-sale investments
    
    
    6,650
    
    
    
    (1,450
    )Proceeds from sale of software unit
    
    
    
    
    
    
    752Purchase of property and equipment
    
    
    (19
    )
    
    
    (95
    )Net cash provided by investing activities
    
    
    4,391
    
    
    
    306Cash Flows from Financing Activities:Repayments of note payable
    
    
    (115
    )
    
    
    (115
    )Proceeds from issuance of common stock
    
    
    107
    
    
    
    108Net cash used in financing activities
    
    
    (8
    )
    
    
    (7
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,771
    
    
    
    (1,020
    )Cash and cash equivalents at beginning of period
    
    
    4,078
    
    
    
    3,259Cash and cash equivalents at end of period
    
    $
    5,849
    
    
    $
    2,239Supplemental Cash Flow Information:Interest paid
    
    $
    10
    
    
    $
    
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TVIA, INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 NOTE 1  INTERIM STATEMENTS
   NOTE 2  SUMMARY OF SIGNIFICANT POLICIES
 Use of Estimates
   Consolidation
  Cash and Cash Equivalents and Short-Term Investments
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Allowance for Sales Returns and Doubtful Accounts
  Inventories
  Property and Equipment
  Long-Lived Assets
  Revenue Recognition
   Software Development Costs
  Research and Development Expenses
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Income Taxes
 Accounting for Income Taxes.
 Comprehensive Income (Loss)
  For the Three MonthsEnded June 302005
    
    2004Net loss
    
    $
    (2,042
    )
    
    $
    (1,525
    )Change in unrealized gain (loss) on available-for-sale-investments
    
    
    44
    
    
    
    (116
    )Comprehensive loss
    
    $
    (1,998
    )
    
    $
    (1,641
    )
 Recent Accounting Pronouncements
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Stock-Based Compensation
 Effect of Early Adoption of SFAS 123(R)
 Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Accounting for
Stock-Based Compensation, Transition and Disclosure
 Accounting for Stock Based Compensation Accounting for Stock-Based Compensation, Transition and Disclosure
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WithoutSFAS
    
    SFAS123(R)
    
    123(R)Adjustment
    
    Adjustment
    
    As ReportedRevenue
    
    $
    1,108
    
    
    $
    
    
    
    $
    1,108Cost of revenue
    
    
    597
    
    
    
    13
    
    
    
    610Gross profit
    
    
    511
    
    
    
    (13
    )
    
    
    498Research and development
    
    
    1,191
    
    
    
    91
    
    
    
    1,282Selling, general & administrative
    
    
    1,180
    
    
    
    176
    
    
    
    1,356Total operating expenses
    
    
    2,371
    
    
    
    267
    
    
    
    2,638Loss from operations
    
    
    (1,860
    )
    
    
    (280
    )
    
    
    (2,140
    )Net loss
    
    $
    (1,762
    )
    
    $
    (280
    )
    
    $
    (2,042
    )Basic and diluted net loss per share
    
    $
    (0.08
    )
    
    $
    (0.01
    )
    
    $
    (0.09
    )Net cash used in operating activities
    
    $
    (2,612
    )
    
    
    
    
    
    $
    (2,612
    )Net cash provided by investing activities
    
    $
    4,391
    
    
    
    
    
    
    $
    4,391
  For theQuarterEnded June30, 2004Net loss as reported
    
    $
    (1,525
    )Less: stock based compensation determined under FAS 123
    
    
    (355
    )Pro forma net loss
    
    $
    (1,880
    )Basic and diluted net loss per share:As reported
    
    $
    0.07Pro forma
    
    $
    0.08
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Net Loss Per Share
  2005
    
    2004Net loss
    
    $
    (2,042
    )
    
    $
    (1,525
    )Weighted average shares used in computing basic and net loss per share
    
    
    23,191
    
    
    
    22,675Basic and diluted net loss per share
    
    $
    (0.09
    )
    
    $
    (0.07
    )Options and warrants excluded from the computation of diluted net loss per share
    
    
    6,833
    
    
    
    4,865
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Note 3. Balance Sheet Components (in thousands)
 June 30,
    
    March 31,2005
    
    2005Accounts receivable, netTrade receivables
    
    $
    1,338
    
    
    $
    912Less: Allowance for doubtful accounts
    
    
    (120
    )
    
    
    (120
    )$
    1,218
    
    
    $
    792Inventories:Work in process
    
    $
    648
    
    
    $
    515Finished goods
    
    
    232
    
    
    
    83$
    880
    
    
    $
    598Property and equipment, net:Furniture and fixtures
    
    $
    468
    
    
    $
    441Machinery and equipment
    
    
    2,343
    
    
    
    2,473Software
    
    
    2,851
    
    
    
    2,8515,662
    
    
    
    5,765Less: Accumulated depreciation and amortization
    
    
    (4,768
    )
    
    
    (4,677
    )$
    894
    
    
    $
    1,088Other assets:License technology
    
    $
    483
    
    
    $
    482Less: Amortization
    
    
    (248
    )
    
    
    (128
    )License technology, net
    
    $
    235
    
    
    
    354Deposits
    
    
    32
    
    
    
    32$
    267
    
    
    $
    386Accrued liabilities and other:Accrued compensation costs
    
    $
    672
    
    
    $
    492Accrued license technology
    
    
    
    
    
    
    700Accrued audit and legal
    
    
    146
    
    
    
    192Other
    
    
    347
    
    
    
    354$
    1,165
    
    
    $
    1,738
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Note 4. Short-term Investments
  Mature Less Than 12 MonthsCost
    
    Aggregate
    
    UnrealizedAs of June 30, 2005
    
    Value
    
    Fair Value
    
    Gain/ (Loss)(In thousands)U.S. government and agency securities
    
    $
    5,000
    
    
    $
    4,982
    
    
    $
    (18
    )U.S. corporate and bank debt
    
    
    8,344
    
    
    
    8,317
    
    
    
    (27
    )Total
    
    $
    13,344
    
    
    $
    13,299
    
    
    $
    (45
    )
 Mature Less Than 12 MonthsCost
    
    Aggregate
    
    UnrealizedAs of March 31, 2005
    
    Value
    
    Fair Value
    
    Gain/ (Loss)(In thousands)U.S. government and agency securities
    
    $
    7,000
    
    
    $
    6,958
    
    
    $
    (42
    )U.S. corporate and bank debt
    
    
    10,753
    
    
    
    10,706
    
    
    
    (47
    )Total
    
    $
    17,753
    
    
    $
    17,664
    
    
    $
    (89
    )
 Note 5. Certain Risks
  Significant customers
  For the Three MonthsEnded June 30,2005
    
    2004Customer A
    
    
    *
    
    
    
    35
    %Customer B
    
    
    *
    
    
    
    20
    %Customer C
    
    
    33
    %
    
    
    *Customer D
    
    
    14
    %
    
    
    *Customer E
    
    
    12
    %
    
    
    *
 
  Concentration of Credit Risk
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June 30,
    
    March 31,2005
    
    2005Customer A
    
    
    39
    %
    
    
    20
    %Customer B
    
    
    15
    %
    
    
    27
    %Customer C
    
    
    13
    %
    
    
    *Customer D
    
    
    *
    
    
    
    16
    %Customer E
    
    
    *
    
    
    
    27
    %
 
  Vendor Concentration
   12




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Note 6. Segment and Geographic Information
   For the 3 MonthsEnded June 30,2005
    
    2004China
    
    
    54
    %
    
    
    *Europe
    
    
    *
    
    
    
    36
    %Japan
    
    
    *
    
    
    
    20
    %United States
    
    
    20
    %
    
    
    13
    %Taiwan
    
    
    12
    %
    
    
    *
 
  Note 7. Commitments and Contingencies
 Stock Repurchase
   Litigation
  Commitments
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Fiscal
    
    Notes
    
    OperatingYear
    
    Payable
    
    Leases
    
    Total2006
    
    $
    375
    
    
    $
    131
    
    
    $
    5062007
    
    
    375
    
    
    
    151
    
    
    
    526Total minimum payments
    
    
    750
    
    
    $
    282
    
    
    $
    1,032Less: Amount representing interest
    
    
    (60
    )Present value of minimum payments
    
    
    690Less: Current portion
    
    
    (460
    )Long term portion
    
    $
    230
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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
      15




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Critical Accounting Policies and Estimates
  Results of Operations
  For the 3 MonthsEnded June 30,2005
    
    2004Revenues
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    55
    %
    
    
    55
    %Gross profit
    
    
    45
    %
    
    
    45
    %Operating expenses:Research and development
    
    
    116
    %
    
    
    227
    %Sales, general and administrative
    
    
    122
    %
    
    
    125
    %Total operating expenses
    
    
    238
    %
    
    
    352
    %Operating loss
    
    
    -193
    %
    
    
    -307
    %Interest income
    
    
    9
    %
    
    
    19
    %Net loss
    
    
    -184
    %
    
    
    -288
    %
 16




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Revenues
 Gross margin
 Research and development SFAS No.
123(R)
 Sales, general and administrative SFAS No. 123(R)
 Interest income .Provision for income tax
 Liquidity and Capital Resources
  17




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Stock Repurchases
   Off-Balance Sheet Arrangements
    ContractualObligations
    
    Total
    
    Less than 1 year
    
    1-3 years
    
    3-5 years
    
    More than 5 yearsOperating Lease
Obligations
    
    
    282
    
    
    
    173
    
    
    
    109
    
    
    
    
    
    
    
    Total
    
    
    282
    
    
    
    173
    
    
    
    109
    
    
    
    
    
    
    
    
  18




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RISK FACTORS
 We expect continuing losses and may not achieve profitability which could affect our ability to
expand our business.
  Because the emergence of the interactive television market has been slower than anticipated, we may
not be able to sell our products or sustain our business.
  A significant amount of our revenues comes from a few customers and any decrease in revenues
from these customers could significantly impact our financial results
  Our operating expenses may increase as we build our business and these increased expenses may
impact our ability to become profitable.
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Because of our long product development process and sales cycle, we incur substantial expenses
before we generate revenues and may not recover our expenditures
   If we fail to successfully develop, introduce and sell new products, we may be unable to
effectively compete in the future
  
    
    our failure to complete new product designs in a timely manner;
    
    our inability to manufacture our new products according to design specifications;
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
    
    our inability to deliver our products to our customers in a timely manner for any reason,
including a lack of manufacturing capacity or the failure of our contracted foundries to
meet targeted-manufacturing yields; and
    
    our sales forces and independent distributors inability to create adequate demand
for our products.
 Our future operating results are likely to fluctuate and may fail to meet expectations which could
cause our stock price to decline.
  
    
    the general condition of the semiconductor industry market;
    
    fluctuations in the volume of product sales, changes in product mix and pricing
concessions on sales;
    
    the timing, rescheduling or cancellation of significant customer orders;
    
    the timing of investments in, and the results of, research and development;
    
    changes in industry standards;
    
    introduction of interactive television services by service providers;
    
    availability of manufacturing capacity and raw materials, and inventory write-offs;
    
    product introductions and price changes by our competitors;
    
    our ability to specify, develop, introduce and market new products with smaller
geometries, more features and higher levels of design integration in accordance with
design requirements and design cycles;
    
    the level of orders received that can be shipped in a given period;
    
    changes in earning estimates or investment recommendations by analysts;
    
    changes in investors perceptions; and
    
    the effect of the terrorist attacks in the United States and any related conflicts or
similar events worldwide.
 Our industry is highly competitive, and we cannot assure you that we will be able to effectively
compete.
  21




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
    
    functionality;
    
    performance;
    
    time to market;
    
    price;
    
    conformity to industry standards;
    
    product road maps; and
    
    technical support.
   We depend on three independent foundries to manufacture our products based on our forecasts,
which could result in an oversupply or undersupply of products
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If we have to qualify new independent foundries for any of our products and do not have sufficient
supply of our products on hand, we may lose revenues and damage our customer relationships.
    Our semiconductors are complex to manufacture and may have errors or defects which could be
costly to correct
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Our software is complex and may have bugs or defects which could be costly to correct
  We face foreign business, political and economic risks because a majority of our sales are to
customers outside of the United States
   If the industries into which we sell our products experience recession or other cyclical effects
impacting our customers budgets, our operating results could be negatively impacted.
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We depend on key personnel, the loss of whom would impair or inhibit the growth of our business.
  We rely on strategic relationships to commercialize our products, and these relationships may
require that we expend significant resources without guarantees that our endeavors will be
profitable.
  We depend on third-party subcontractors for assembly of our semiconductors which reduces our
control over the delivery, quantity, quality, or cost of our products
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Political instability in the Peoples Republic of China or Taiwan could harm our manufacturing and
research and development capabilities and negatively impact our product sales
     We may face intellectual property infringement claims that could be costly and could result in the
loss of proprietary rights which are necessary to our business
  Regulation of our customers products may slow the process of introducing new products and could
impair our ability to compete
  26




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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Quantitative and Qualitative Discussion of Market Interest Rate Risk and Foreign Currency Exchange
Risk
  
 ITEM 4: CONTROLS AND PROCEDURES
 Evaluation of disclosure controls and procedures.
  Changes in internal control over financial reporting.
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PART II: OTHER INFORMATION
 
 ITEM 5: OTHER EVENTS
  
 ITEM 6. EXHIBITS
 ExhibitNumber3(i).1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.3 to Amendment No. 8 to the Companys
Registration Statement on Form S-1 (File No. 333-34024)).3(ii).1
    
    Amended and Restated Bylaws of Tvia, Inc.31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
  28




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SIGNATURES
  TVIA, INC.August 15, 2005
    
    By:
    
    /s/ Diane BjorkstromDiane BjorkstromChief Financial Officer and Vice President,Administration(Principal Financial Officer andDuly Authorized Signatory)
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EXHIBIT INDEX
 ExhibitNumber3(i).1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.3 to Amendment No. 8 to the Companys
Registration Statement on Form S-1 (File No. 333-34024)).3(ii).1
    
    Amended and Restated Bylaws of Tvia, Inc.31.1
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
 **
    
    In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and
34-47986, Final Rule: Managements Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in
Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed filed
for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be
incorporated by reference into any filing under the Securities Act or the Exchange Act, except to
the extent that the registrant specifically incorporates it by reference.